SEATTLE and DALLAS, June 29,
2018 /PRNewswire/ -- WMIH Corp. (NASDAQ: WMIH) ("WMIH")
and Nationstar Mortgage Holdings Inc. (NYSE: NSM) ("Nationstar")
today announced that the stockholders of both companies approved
all proposals relating to the merger of WMIH and Nationstar.
Under the Agreement and Plan of Merger, dated February 12, 2018, by and among Nationstar, WMIH
Corp. and Wand Merger Corporation, Wand Merger Corporation will
merge with and into Nationstar, resulting in Nationstar becoming a
wholly-owned subsidiary of WMIH (the "Merger").
At the annual meeting of WMIH's stockholders held today in
New York, WMIH stockholders
approved the proposal to issue WMIH common stock to Nationstar
stockholders in connection with the Merger. Approximately 80%
of the shares of WMIH entitled to vote were voted in favor of the
share issuance proposal.
At a special meeting of Nationstar's stockholders held today in
Dallas, Texas, Nationstar's
stockholders approved the Merger. Approximately 93% of outstanding
shares of Nationstar common stock entitled to vote were voted in
favor of the merger proposal.
In connection with the Merger, each share of Nationstar common
stock issued and outstanding (other than shares owned by WMIH or
Nationstar (as treasury stock or otherwise) and any dissenting
shares) will be converted into the right to receive, at the
election of the holder of such share, subject to proration and
adjustment, either (i) $18.00 in cash
or (ii) 12.7793 shares of WMIH common stock. The consummation of
the Merger is subject to customary conditions, including the
receipt of all required regulatory approvals.
"We thank WMIH stockholders for approving the proposal to
facilitate the merger with Nationstar Mortgage Holdings," said
William Gallagher, CEO of WMIH Corp.
"We look forward to closing the transaction and expect it will be
value enhancing for WMIH stockholders."
"We are pleased with today's vote and the support Nationstar's
stockholders have shown as we move toward completing our merger
with WMIH Corp.," said Jay Bray,
Chairman and CEO of Nationstar. "We expect this merger to create
value for Nationstar's stockholders in both the near and long-term
as we continue to seek to accelerate growth by
leveraging our best-in-class integrated servicing and
originations platform and further enhancing the customer experience
through innovation and service."
About WMIH Corp.
WMIH Corp.'s (NASDAQ: WMIH), formerly known as Washington
Mutual, Inc., operations consist primarily of WM Mortgage
Reinsurance Company, Inc. ("WMMRC"), a wholly owned subsidiary of
the Company that is domiciled in Hawaii. The Company's primary business is a
legacy reinsurance business that is currently operated in runoff
mode by WMMRC. Additional information regarding WMIH may be found
at www.wmih-corp.com.
About Nationstar Mortgage Holdings Inc.
Based in Dallas, TX, Nationstar
provides quality servicing, origination and transaction based
services related principally to single-family residences throughout
the United States. With experience
spanning more than 20 years, Nationstar is one of the largest
servicers in the country. Additional corporate information is
available in the Investor Information section of
www.nationstarholdings.com.
IMPORTANT ADDITIONAL INFORMATION AND WHERE TO FIND IT
This communication is being made in respect of the proposed merger
transaction involving WMIH Corp. ("WMIH") and Nationstar Mortgage
Holdings Inc. ("Nationstar"). WMIH has filed a registration
statement on Form S-4, and WMIH and Nationstar each filed the
definitive joint proxy statement/prospectus with the SEC on
May 31, 2018. The definitive
joint proxy statement/prospectus was sent to the stockholders of
WMIH and Nationstar on or about June 1,
2018, after the registration statement on Form S-4 was
declared effective by the SEC on May
31, 2018. WMIH and Nationstar may also file other
documents with the SEC regarding the proposed merger
transaction. This communication does not constitute an offer
to sell or the solicitation of an offer to buy any securities or a
solicitation of any vote or approval. Before making any
investment decision, investors and security holders of WMIH and
Nationstar are urged to carefully read the entire registration
statement and definitive joint proxy statement/prospectus and any
other relevant documents filed with the SEC, as well as any
amendments or supplements to these documents, because they will
contain important information about the proposed
transaction. The documents filed by WMIH and Nationstar
with the SEC may be obtained free of charge at the SEC's website at
www.sec.gov. In addition, the documents filed by WMIH may be
obtained free of charge from WMIH at www.wmih-corp.com, and the
documents filed by Nationstar may be obtained free of charge from
Nationstar at www.nationstarholdings.com. Alternatively,
these documents, when available, can be obtained free of charge
from WMIH upon written request to WMIH Corp., 800 Fifth Avenue,
Suite 4100, Seattle, Washington
98104, Attn: Secretary, or by calling (206) 922-2957, or from
Nationstar upon written request to Nationstar Mortgage Holdings
Inc., 8950 Cypress Waters Blvd, Dallas,
TX 75019, Attention: Corporate Secretary, or by calling
(469) 549-2000.
Forward Looking Statements
This press release contains forward-looking statements within
the meaning of the Private Securities Litigation Reform Act of 1995
including, but not limited to, WMIH's and Nationstar's expectations
or predictions of future financial or business performance or
conditions. All statements other than statements of historical or
current fact included in this press release that address
activities, events, conditions or developments that we expect,
believe or anticipate will or may occur in the future are
forward-looking statements. Forward-looking statements give our
current expectations and projections relating to our financial
condition, results of operations, plans, objectives, future
performance and business and these statements are not guarantees of
future performance. Forward-looking statements may include the
words "anticipate," "estimate," "expect," "project," "intend,"
"plan," "believe," "strategy," "future," "opportunity," "may,"
"should," "will," "would," "will be," "will continue," "will likely
result," and similar expressions. Such forward-looking statements
involve risks and uncertainties that may cause actual events,
results or performance to differ materially from those indicated by
such statements. Certain of these risks are identified and
discussed in WMIH's Form 10-K for the year ended December 31, 2017 under Risk Factors in Part I,
Item 1A and Nationstar's Form 10-K for the year ended December 31, 2017 under Risk Factors in Part I,
Item 1A and any subsequently filed Quarterly Reports on Form 10-Q.
These risk factors will be important to consider in determining
future results and should be reviewed in their entirety. These
forward-looking statements are expressed in good faith, and WMIH
and Nationstar believe there is a reasonable basis for them.
However, there can be no assurance that the events, results or
trends identified in these forward-looking statements will occur or
be achieved. Forward-looking statements speak only as of the date
they are made, and neither WMIH nor Nationstar is under any
obligation, and expressly disclaim any obligation, to update, alter
or otherwise revise any forward-looking statement, except as
required by law. Readers should carefully review the statements set
forth in the reports, which WMIH and Nationstar have filed or will
file from time to time with the SEC.
In addition to factors previously disclosed in WMIH's and
Nationstar's reports filed with the SEC and those identified
elsewhere in this press release, the following factors, among
others, could cause actual results to differ materially from
forward-looking statements or historical performance: ability to
meet the closing conditions to the Merger, the risk that regulatory
approvals required for the Merger are not obtained or are obtained
subject to conditions that are not anticipated; delay in closing
the Merger; failure to realize the benefits expected from the
proposed Merger; the effects of pending and future legislation;
risks associated with investing in mortgage loans and mortgage
servicing rights and changes in interest rates; risks related to
disruption of management time from ongoing business operations due
to the proposed transaction; business disruption following the
transaction; macroeconomic factors beyond WMIH's or Nationstar's
control; risks related to WMIH's or Nationstar's indebtedness and
other consequences associated with mergers, acquisitions and
divestitures and legislative and regulatory actions and
reforms.
Company Contact for WMIH Corp.:
Helen Grayson
206-922-2957
Investor Inquiries Contact for
Nationstar:
Richard
Delgado
(214) 687-4844
richard.delgado@mrcooper.com
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SOURCE WMIH Corp.
